Sino Agro Food Inc (fka SIAF)

[jyyoo]

In the 10-K it says multiple times that by end of September 2019 all collateralized shares will be due for redemption and returned to the company. I believe the specific date is September 23rd. In the latest Q&A Solomon stated, "One might reasonably regard our outstanding share count as reducible by the number of collateralized shares, not if, but when the loans are repaid or refinanced."

What they did a year and a half ago was reduce the line from $20M to $15M so no more collateral shares had to be issued. It has recently been further reduced to $13M. They specifically stated these collateral shares cannot and have not been sold into the market. (Plenty of other shares were being issued through normal dilution for other payables, that's why the stock was tanking, though it has stopped since the beginning of the year).

I'll just copy and paste some basic info from the latest 10-K that has the info:

This includes the Trade Facility consisting of 5,708,312 collateral shares, and Third-Party Loans consisting of 2,662,735 collateral shares, collectively that do not hold voting or dividend rights to be returned to the Company upon repayment. The maturity date on the Third-Party Loans and Trade Facility run through September 2019, but the Company anticipates repayment of a portion or all the loan balances as well as a reduction in the maximum Trade Facility line to occur before that time, as exemplified in the reduction of the Trade Facility line from $20,000,000 to $13,000,000 and the third parties’ loan debt has been reduced from $10,428,034 to $2,103,000 as at December 31st 2018.

Subsequently as of March 31, 2019 there is $3,303,000 in CB Notes remaining outstanding collectively and out of which $2,130,000 is secured by 2,666,735 shares due for redemption and the return of collateralized shares on September 23, 2019.

TPA repaid $5,000,000 in Cash payment on December 19th 2017 to the Trade Facility Provider and agreed to have its facility face-value reduced to $20,000,000 and the net amount employed to $15,000,000. This amended arrangement was agreed to avoid further issuance of shares due to the current share price. As at December 31, 2018 TPA has further reduced the net amount employed to $13 million.

As it was mentioned in the 10-K for the fiscal year ended 2017, the ITP loans (provided through the same third parties) were provided to Tri-way (“Borrower”) with the final agreement entered into on August 5, 2016; the loan proceeds having been incrementally received between July 15, 2016 through September 28, 2016 for a total net principal amount of $10,428,034 at interest free term collateralized by 2.66 million shares (inclusive all top-up shares) matures by 23, September 2019. When the loan principal amount will be fully repaid the collateralized shares will be returned to the Company. As of the date of this report, there is $2,103,000 outstanding in this ITP.

On September 22, 2015, the Company entered into a trade facility agreement with two independent third parties. Pursuant to the agreement, the Company provides collateral in the form of Company's common shares to a PRC based lender (the "Lender") and the Lender agrees to provide a revolving trade facility loan up to $20,000,000 to a PRC based borrower. The arrangement was commenced on February 15, 2016 and will be expired on September 15, 2019.